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UPDATE: 12/21/2012, 12:20 p.m. EST. Information on the merger's breakup fees has been added to the 15th paragraph of this story.
A landmark of American capitalism is set to change hands again and a cadre of Am Law 100 lawyers couldn't be happier about the potential bonanza in legal fees the deal could generate.
Sullivan & Cromwell, Shearman & Sterling, and Wachtell, Lipton, Rosen & Katz are among the firms advising on the proposed $8.2 billion cash-and-stock sale of NYSE Euronext—parent company of the New York Stock Exchange—to the IntercontinentalExchange (ICE).
The deal, which was announced Thursday, comes a year after NYSE Euronext agreed to merge with Germany's Deutsche Börse in a $10 billion all-stock deal that ultimately crumbled in the face of scrutiny by European antitrust regulators.
As retired Skadden, Arps, Slate, Meagher & Flom corporate partner Ronald Barusch noted in a column for The Wall Street Journal last year before that proposed tie-up collapsed, such cross-border exchange mergers often require teams of lawyers performing labor-intensive corporate, antitrust, regulatory, tax, and litigation work. And the latest deal is no exception.
Wachtell, Cleary Gottlieb Steen & Hamilton, Linklaters, and Dutch firm Stibbe, all of which advised on the $20 billion merger that created NYSE Euronext in 2006, took the lead for the combined entity on its ill-fated merger with the Deutsche Börse.
Now Wachtell and S&C—both of which also have roles on the proposed $1.4 billion merger between high-speed trading shops Getco and Knight Capital announced earlier this week—are once again deploying full deal teams for the potential tie-up between NYSE Euronext and ICE.
S&C is advising ICE on its bid for NYSE Euronext, with M&A partners John Evangelakos and Audra Cohen taking the lead from the firm. Other S&C lawyers working on the deal include chairman emeritus H. Rodgin Cohen on regulatory matters, financial institutions partner David Gilberg, M&A partners Tim Emmerson and Olivier de Vilmorin, tax partners David Spitzer, Michael McGowan, and Nicolas de Boynes, executive compensation partner Matthew Friestedt, antitrust partner Steven Holley, securities partner Catherine Clarkin, employee benefits special counsel Lawrence Pasini and Henrik Patel, and tax special counsel David Passey.
S&C previously represented ICE when it entered the credit derivatives market with the 2008 acquisition of Creditex for $625 million. Cohen and Evangelakos also led an S&C team that advised ICE last year on a joint $11.3 billion bid with Nasdaq—the world's second-largest stock exchange—to acquire NYSE Euronext in the wake of its announced deal with Deutsche Börse.
ICE and Nasdaq withdrew that bid in May 2011 after the Justice Department indicated it would move to block any potential deal on antitrust grounds.
Shearman M&A partner John Marzulli Jr. led a team from the firm counseling New York–based Nasdaq on its aborted bid for NYSE Euronext, according to our previous reports. (Marzulli also led a group of Shearman attorneys advising Nasdaq last week on its $390 million purchase of Thomson Reuters's corporate services division.)
